GSHP3 General Shopping e Outlets do Brasil

General Shopping e Outlets do Brasil S.A. is a Brazilian company focused on the development, ownership and management of shopping centers and outlet centers, with common shares traded on B3 under the ticker GSHP3. The company was incorporated in 2007 to consolidate, under a single corporate structure, equity interests in several retail and shopping center service ventures that had been developed since the late 1980s in the Guarulhos region, in São Paulo. Its operational origins date back to the opening of Poli Shopping Guarulhos in 1989, followed by the opening of Internacional Shopping Guarulhos in 1998, marking the more structured entry of its former controllers into the shopping center segment. Building on this foundation, the company went through an intense cycle of acquisitions, expansions and new projects throughout the 2000s, consolidating a diversified portfolio of retail ventures. In 2007, it carried out an initial public offering of shares, joining what was then the Novo Mercado segment of B3 and raising funds to accelerate its growth plan in the shopping center sector.

General Shopping e Outlets do Brasil’s business model is centered on the economic exploitation of retail-oriented real estate assets through the leasing of space in shopping centers and outlets and the provision of services associated with the operation of these developments. The company operates both as an owner of interests in shopping centers and as a manager of its own and third-party assets. Revenue comes mainly from rents charged to tenants (minimum rent and percentage rent on sales) and from condominium management services, parking, energy and water. In 2024, consolidated net revenue totaled approximately R$ 180.5 million, of which around R$ 56.3 million came from rent and R$ 124.2 million from services, highlighting the growing relevance of the services segment in the company’s revenue mix.

The leasing of space in shopping centers and outlets follows standard market practice, with contracts of approximately five years, under which tenants pay the higher of the minimum rent and the percentage rent tied to sales performance. The minimum rent amount varies according to the store’s area, its location within the mall and the tenant’s business segment. In addition to rents, General Shopping e Outlets do Brasil earns mall & merchandising revenue by monetizing common areas with kiosks and advertising media for the promotion of products and brands, as well as by charging consumers for parking. Common expenses are shared among tenants through condominium fees and contributions to promotional funds. The company also conducts monthly monitoring of tenants’ sales at certain assets, using this information as an audit and performance management tool, which contributes to the control and accuracy of percentage rent billing.

On the services side, General Shopping e Outlets do Brasil manages the shopping centers in which it holds an interest, as well as third-party assets, providing condominium management and operating complementary activities essential to the functioning of shopping centers. Through specialized subsidiaries, the company operates parking facilities integrated with the malls, planning, implementing and managing parking spaces and vehicle flows in line with the particular characteristics of each asset. Its activities also extend to the planning, implementation and operation of power and water supply systems, including economic feasibility studies, assessment of supply alternatives, installation of equipment and operational management. These solutions are provided by subsidiaries such as Energy, focused on power, and Wass, dedicated to water supply, and they cover assets such as Internacional Auto Shopping Guarulhos, Shopping Bonsucesso, several Outlet Premium centers and other shopping centers in the group’s portfolio.

General Shopping e Outlets do Brasil’s real estate portfolio comprises different formats of shopping centers and, notably, outlet centers distributed across several regions of the country. As of December 31, 2024, the company managed 16 assets with a total gross leasable area of 319,816 m², of which 298,910 m² corresponded to shopping centers and 82,278 m² represented its own GLA, considering the company’s ownership interest in each asset. The portfolio includes assets such as Poli Shopping Guarulhos, Auto Shopping, Cascavel JL Shopping, Shopping do Vale, Unimart Shopping Campinas, Parque Shopping Barueri, Parque Shopping Maia, Shopping Bonsucesso and several outlets under the Outlet Premium brand, located in São Paulo, Brasília (Alexânia), Salvador, Rio de Janeiro (Duque de Caxias), Fortaleza, Greater São Paulo (Itaquaquecetuba) and Imigrantes (São Bernardo do Campo). The company’s stake in each project varies and may range from small ideal fractions, such as 0.5% or 1%, to stakes of 50% or more in certain strategic outlets and shopping centers.

Historically concentrated in the Guarulhos region, General Shopping e Outlets do Brasil gradually expanded its geographic presence to other municipalities in the state of São Paulo, as well as to states such as Paraná, Rio de Janeiro, Bahia, Ceará and Goiás. This diversification took place both through the acquisition of existing assets and through the development of new projects, such as Outlet Premium centers and regional shopping malls. The company also carried out capital recycling transactions, disposing of interests in mature or selected assets, such as Internacional Shopping Guarulhos, Top Center, Santana Parque Shopping, Shopping Light, Poli Shopping Osasco and others, in addition to transferring assets to real estate investment funds with which it maintains equity relationships. Among these moves, a standout was the contribution of several assets to a real estate investment fund in 2019 and successive disposals of stakes in Parque Shopping Barueri and outlet projects, which changed the profile and distribution of the portfolio over time.

From a regulatory standpoint, General Shopping e Outlets do Brasil’s activities are mainly subject to urban planning and environmental legislation, as well as to municipal, state and federal regulations related to the operation of large commercial establishments. Shopping center projects may require environmental licenses issued by state or municipal agencies or, in specific cases, by IBAMA, involving stages of preliminary, installation and operating licenses. The need for licensing is assessed on a case-by-case basis, in light of the potential environmental impact of each project. The company reports that environmental licensing has not been required for its assets and that it has not, to date, faced any material issues in obtaining authorizations related to its activities. Environmental responsibility, however, remains a material aspect, as Brazilian law provides for criminal, administrative and civil penalties for non-compliance with regulations and for environmental damage, including the potential piercing of the corporate veil of the controller in certain circumstances.

From an environmental, social and governance perspective, General Shopping e Outlets do Brasil states that it adopts practices focused on waste management, efficient use of natural resources and regulatory compliance. At the malls under its management, there are programs for recycling waste, treatment and proper disposal of solid waste and liquid effluents, as well as recycling of fluorescent lamps with recovery of gas and glass. Architectural designs seek to prioritize the use of natural lighting, helping to reduce electricity consumption, and studies are carried out on power supply from alternative sources, such as Small Hydroelectric Plants under the PROINFA program. With regard to water, new projects include reuse systems for cooling, garden irrigation and restrooms, in addition to contracts with public or private companies for selective collection, waste disposal and effluent treatment. The company reports that it does not hold international certifications under environmental standards but indicates that it has not recorded any material administrative or legal proceedings related to environmental issues, maintaining its activities in line with current legislation and the requirements of the relevant public authorities.

From a corporate and capital markets standpoint, General Shopping e Outlets do Brasil is structured as an operating holding company that consolidates its interests in shopping center assets through companies such as Levian Participações Empreendimentos S.A. and Securis Administradora e Incorporadora S.A., in addition to several direct and indirect subsidiaries dedicated to the development, management and provision of services to retail real estate assets. The GSHP3 common shares are traded on B3’s basic listing segment, following a voluntary migration in 2021, and also serve as underlying shares for a sponsored Global Depositary Shares (GDSs) program aimed at the international market, at a ratio of 1 GDS to 73 shares. The corporate structure also includes subsidiaries operating in adjacent areas such as parking, telecommunications, power supply, water management and retail project development, reinforcing the company’s positioning as an integrated platform for real estate exploitation and associated services in the shopping center and outlet segment in Brazil.